Duty of care owed under traditional corporate governance law

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1. To whom is the fiduciary duty of care owed under traditional corporate governance law? In reviewing Assignment 1, how as this evolved under modern corporate governance law?

2. How did the court describe the ideal relationship of the defendant to the corporation in Guth v Loft? Which fiduciary duty did Mr. Guth violate?

3. Assume that in your capacity as a director of XYZ Inc. you make an informed good faith decision to vote for an initiative that generated an adverse income for the company’s profits. The company’s chartering documents do not include a social purpose. The shareholders intend to sue you individually along with other board members for breach of fiduciary duties. How might a court analyze this situation?

4. You are the general counsel your company. One of your employees has informed you that the company’s CEO may have embezzled corporate funds and aided the CFO in falsifying quarterly reports to the SEC. Should your company hire independent counsel to conduct the investigation? Why or why not?

5. Paula reported to a senior executive of her company that she believed her boss had engaged in fraudulent internal financial activities. She was fired shortly thereafter. Is she entitle to Dodd-Frank whistleblower protect?

Reference no: EM132250482

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